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FX Trading Platform Terms

These FX Trading Platform Terms, the BBH Online Terms and Conditions (the “Agreement”) and the terms and conditions accessible through Brown Brothers Harriman’s website, currently operating at www.bbh.com, set forth the terms and conditions under which the undersigned, in its individual capacity and/or as agent on behalf of Client, (including its authorized agent, the “Subscriber”) may execute foreign exchange (“FX”) transactions with Brown Brothers Harriman & Co. (“BBH&Co.”) via its proprietary web portal(s) (e.g., FX WorldView, InfoFX Live) (the “FX Website”).

To initiate an FX transaction with BBH&Co. through BBH&Co.’s request for quote/stream functionality, the Subscriber must make certain entries regarding the financial particulars of the proposed FX transaction on the appropriate screen displays of the FX Website, including without limitation, currency codes, currency amounts, and the side of the currency exchange the Subscriber is taking.

When the requisite entries have been made to initiate an FX transaction, the Subscriber shall be deemed to have requested a quote for the transaction from BBH&Co. BBH&Co. will respond via the FX Website with a display of an exchange rate for the proposed transaction (the “Exchange Rate”), subject to a time-out function and BBH&Co.’s withdrawal of the quoted Exchange Rate prior to the Subscriber’s acceptance. Where multiple FX transactions are initiated by the Subscriber, BBH&Co. may respond with one Exchange Rate for one or more transactions, taking into account any netting arrangement between the parties.

The Subscriber may accept or reject the Exchange Rate(s) by making the appropriate entry on the FX Website before it is timed out or the Exchange Rate is withdrawn, or otherwise reject the Exchange Rate(s) by allowing it to be timed out. By entering its acceptance of the Exchange Rate(s) before it is timed out, the Subscriber will be deemed to have made an irrevocable offer to BBH&Co. for the proposed FX transaction(s) at the corresponding Exchange Rate(s). Once its offer is submitted, the Subscriber may not (1) withdraw, cancel or amend its offer for that transaction, or, (2) without BBH&Co.’s prior written consent, amend the terms of that FX transaction.

Upon BBH&Co.’s issuance through the FX Website of a deal affirmation (including a session reference number) for the relevant FX transaction(s), BBH&Co. shall be deemed to have accepted such offer and a contract for such FX transaction(s) shall be deemed to have been entered into between the Subscriber and BBH&Co. If BBH&Co. does not issue an affirmation for the proposed FX transaction(s) through the FX Website, the Subscriber’s offer to enter into the proposed FX transaction(s) shall be deemed rejected and no contract for such transaction(s) will have been formed.

Once an affirmation for an FX transaction has been issued by BBH&Co. through the FX Website, an acknowledgment/confirmation of the executed FX transaction(s) will be issued to the Subscriber by a means agreed between the parties. Executed FX transaction(s) shall be deemed confirmed by the Subscriber unless the Subscriber notifies BBH&Co. of a discrepancy within 24 hours from when the acknowledgment/confirmation is sent/made available.

To initiate an FX transaction with BBH&Co. through BBH&Co.’s portfolio submission functionality, the Subscriber must take certain steps to notify BBH&Co. of the financial particulars of the proposed FX transaction. Such steps will include without limitation, the relevant file release(s) or upload(s) or FTP by or on behalf of the Subscriber, and entry of the relevant financial particulars.

When the requisite steps have been taken to initiate one or more FX transactions, the Subscriber will be deemed to have made an irrevocable offer to BBH&Co. for each proposed FX transaction at an Exchange Rate to be determined by BBH&Co. upon its acceptance of the transaction. Once its offer is submitted, the Subscriber may not (1) withdraw, cancel or amend its offer for that transaction, or, (2) without BBH&Co.’s prior written consent, amend the terms of that FX transaction.

BBH&Co. will thereafter execute the accepted FX transaction(s), taking into account any netting arrangement between the parties and applicable exceptions processing.

If the Subscriber’s FX transactions were initiated by portfolio submission through FX WorldView, the FX Website will display a confirmation/reference number following the Subscriber’s offer. The confirmation/reference number indicates that the Subscriber’s offer for the transactions has been received by BBH&Co. for processing, and does not reflect BBH&Co.’s acceptance of the FX transactions, or that a contract for the FX transactions has been entered into between the parties. The FX Website will display a status of “Accepted” following BBH&Co.’s execution of the accepted FX transactions.

If the Subscriber’s FX transactions were initiated by portfolio submission through InfoFX Live, the FX Website will display transaction reference number(s) only for those transaction(s) executed by BBH&Co.

BBH&Co. will provide the Subscriber with details relevant to the FX transaction(s) executed by BBH&Co.; such details to constitute an acknowledgment of the executed transaction(s). The Subscriber shall review and reconcile executions performed by BBH&Co. Executed FX transaction(s) shall be deemed confirmed unless the Subscriber notifies BBH&Co. of a discrepancy within 24 hours from when execution details are reported.

Additional Terms and Conditions

A. BBH&Co. is in no event obligated to accept or execute any FX transaction initiated through the FX Website.

B. The Exchange Rates quoted to the Subscriber may be different from those which BBH&Co. may quote to any of its other customers and no representation or warranty is made that any Exchange Rate is the best price available to the Subscriber. BBH&Co. reserves the right at any time, without notice, to not accept an FX transaction, to quote an Exchange Rate to the Subscriber, or to not issue an affirmation for any proposed FX transaction for any reason or for no reason.

C. BBH&Co.’s books and records (in electronic form or otherwise) as they relate to an FX transaction shall be conclusive and binding on the parties with respect to the foregoing.

D. The standard terms and conditions applicable generally to FX transactions with BBH&Co., together with any specific agreement governing such transactions (including any ISDA Master Agreement published by the International Swaps and Derivatives Association, International Foreign Exchange Master Agreement or Foreign Exchange and Options Master Agreement published by the Foreign Exchange Committee or any other FX trading agreement executed with BBH&Co.) and these FX Trading Platform Terms, the Agreement and the terms of the relevant transaction confirmation, together constitute a single agreement.

E. Each FX transaction involves the Subscriber’s purchase (BBH&Co.’s sale) of one currency (“Bought Currency”) and the Subscriber’s sale (BBH&Co.’s purchase) of another currency (“Sold Currency”) at the applicable exchange rate. Each FX transaction shall be settled by delivery of the Sold Currency by the relevant party on the agreed upon settlement date. Deliveries of currency will be effected in accordance with standing settlement instructions exchanged by the parties and modified from time to time by notice made by one party to the other.

F. The settlement date assigned to each FX transaction shall be a day on which banks in the specific location where settlement will take place are open for business. If the delivery of any currency cannot be made because banks in the relevant place of settlement are not required by law to be open for business, the settlement date will be modified to a day on which delivery of the relevant currency can be made in the relevant place of settlement.

G. The Subscriber further acknowledges and agrees that any computer system, hardware or software or any other system, facility or service on which the FX Website directly or indirectly operates (the “Operating System”) owned by an independent contractor or supplier engaged by BBH&Co. (or an affiliate of BBH&Co.) (“System Supplier”) may capture any or all data generated by an electronic transmission, instruction, signal, entry or other communication to BBH&Co. through the FX Website, that therefore such System Supplier will have access to information concerning the Subscriber’s FX transactions and its FX Website activities, and that each such System Supplier is authorized to disclose any or all data captured by the Operating System provided it does so without disclosing the names of BBH&Co.’s customers.

H. The Subscriber assumes full responsibility and risk for the use of the FX Website and the entering into each FX transaction. The Subscriber acknowledges that it is not relying upon any representations or opinions of BBH&Co. to influence its decision to execute any FX transaction through the FX Website. The Subscriber agrees that BBH&Co. is not acting as a fiduciary or financial, investment or trading advisor, broker, dealer, exchange, underwriter, placement agent, or issuer, futures commission merchant, commodity trading advisor, commodity pool operator or commodities exchange.